mant-20210217
8-KMANTManTech International Corporationfalsefalse000089253700008925372021-02-172021-02-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
__________________

FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2021
__________________________________________

ManTech International Corporation
(Exact name of registrant as specified in its charter) 
__________________________________________
Delaware000-4960422-1852179
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2251 Corporate Park DriveHerndonVA20171
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (703) 218-6000

(Former name or former address, if changed since last report.)
__________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common StockMANTNasdaq

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02    Results of Operations and Financial Condition;
Item 7.01    Regulation FD Disclosure;
Item 8.01    Other Events
On February 17, 2021, ManTech International Corporation announced its financial results for the fourth quarter and fiscal year ended December 31, 2020, and provided initial financial guidance for fiscal year 2021 (the "Earnings Release"). ManTech also announced the declaration of a quarterly cash dividend payment to its stockholders. A dividend of $0.38 per share will be paid on March 26, 2021 to stockholders of record as of the close of business on March 12, 2021. Any future declarations of dividend payments are subject to the determination and approval of the Board of Directors.
A copy of the Earnings Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01    Financial Statements and Exhibits
    (d) Exhibits
Exhibit
No.
Description of Exhibit
104Cover Page Interactive Data File (embedded in the Inline XBRL document).




SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MANTECH INTERNATIONAL CORPORATION
By:/s/    Michael R. Putnam
Date:February 17, 2021Name:Michael R. Putnam
Title:Senior VP - Corporate & Regulatory Affairs











Document


Exhibit 99.1
ManTech Announces Financial Results for
Fourth Quarter and Fiscal Year 2020

Revenue: $639 million for the fourth quarter and $2.52 billion for the year (11% organic growth)
EBITDA Margin: 9.3% for the fourth quarter and 9.1% for the year
Diluted EPS: $0.79 for the fourth quarter and $2.97 for the year
Adjusted Diluted EPS: $0.89 for the fourth quarter and $3.36 for the year
Book-to-Bill Ratio: 0.9 for the fourth quarter and 1.5 for the year
Cash Flow from Operations: $247 million for the year (2.1 times Net Income)
Raises quarterly cash dividend from $0.32 by 19% to $0.38 per share

HERNDON, Va., February 17, 2021 (GLOBE NEWSWIRE) – ManTech International Corporation (Nasdaq: MANT), a leading provider of innovative technologies and solutions for mission-critical national security programs, today announced financial results for the fourth quarter and full fiscal year 2020, which ended December 31, 2020.

"Our fourth and fiscal year 2020 results exceeded expectations and demonstrate the continued resiliency and strength of our business. Despite our nation and our communities facing unprecedented challenges in 2020, ManTech's women and men kept focus on the success of our customers and their critical missions. As we look forward, ManTech's exceptional people, innovative and differentiated solutions, financial strength combined with our strategic focus position us well to drive long-term value creation for all of our stakeholders: customers, employees and shareholders," said ManTech Chairman, Chief Executive Officer and President Kevin M. Phillips.

Summary Operating Results
Three Months Ended December 31,Year Ended December 31,
(In Millions Except Per Share Amounts)2020201920202019
Revenue$638.8$604.4$2,518.4$2,222.6
Operating Income$40.2$38.1$158.0$138.3
Net Income$32.2$40.6$120.5$113.9
Diluted EPS$0.79$1.00$2.97$2.83
Non-GAAP Financial Measures*
EBITDA $59.2$54.5$228.3$194.2
EBITDA Margin 9.3%9.0%9.1%8.7%
Adjusted Net Income$36.3$32.9$136.5$117.0
Adjusted Diluted EPS$0.89$0.81$3.36$2.91
*Information about ManTech's use of non-GAAP financial measures, including a reconciliation of the non-GAAP financial measures to the most comparable financial measures calculated and presented in accordance with GAAP, is provided under "Non-GAAP Financial Measures."

As a result of increased demand for our services and solutions, revenue was $639 million for the quarter and $2.52 billion for the year, up 6% and 13% over the comparable 2019 periods, respectively. In both the quarter and for the full year, revenue growth was driven by a combination of continued organic expansion from recent contract awards and acquisitions.




Operating income was $40.2 million for the quarter and $158.0 million for the year, up 6% and 14% over the comparable 2019 periods, respectively.

EBITDA was $59.2 million for the quarter and $228.3 million for the year, up 9% and 18% over the comparable 2019 periods, respectively. EBITDA margin was 9.3% for the quarter and 9.1% for the year, both showing improvement compared to respective 2019 periods.

Net income was $32.2 million for the quarter and $120.5 million for the year, down 21% and up 6% over the comparable 2019 periods, respectively. Diluted earnings per share ("EPS") was $0.79 for the quarter and $2.97 for the year, down 21% and up 5% over the comparable 2019 periods, respectively. Net income and EPS comparisons for the quarter and the year were hampered by a prior year metric that significantly benefited from the reassessment of research and development tax credits for 2019 and prior years.

Adjusted net income was $36.3 million for the quarter and $136.5 million for the year, up 10% and 17% over the comparable 2019 periods, respectively. Adjusted diluted EPS was $0.89 for the quarter and $3.36 for the year, up 10% and 15% over the comparable 2019 periods, respectively.

Cash Management and Capital Deployment

For the year, cash flow from operations totaled $247 million. Days sales outstanding (DSO) were 56 days, an improvement of 3 days compared to the fourth quarter of 2019.

During the quarter, the Company paid $12.9 million, or $0.32 per share, as part of its regular cash dividend program to its common stockholders of record as of December 4, 2020. As of December 31, 2020, the Company had $41.2 million in cash and cash equivalents and $15 million of outstanding borrowings on its $500 million revolving-credit facility, which provides the Company with ample financial capacity to pursue acquisitions and issue dividends, while maintaining a strong balance sheet.

The Company has increased the amount of its quarterly cash dividend from $0.32 to $0.38 per share.

The Board of Directors has declared a quarterly dividend of $0.38 to be paid on March 26, 2021 to all common stockholders of record as of March 12, 2021, as part of its regular quarterly cash dividend program. Based on the average of recent trading prices the new annual yield is approximately 1.7%. Future declarations of dividends and their record and payment dates are subject to the final determination of ManTech's Board of Directors.

Contract Awards

Contract awards (bookings) totaled $605 million in the quarter, representing a book-to-bill ratio of 0.9. For the year, contract awards totaled $3.7 billion for a book-to-bill ratio of 1.5. In 2020, approximately 45% of the awards were for new business. Book-to-bill ratios for both the quarter and the year reflect a healthy awards environment and ManTech's strong market positioning. Proposal activity remains steady and the Company expects contract awards to continue at a reasonable pace in 2021.

The Company's backlog of business at the end of the year was a record $10.2 billion, including $1.2 billion of funded backlog.




Forward Guidance

The Company expects to achieve revenue, adjusted net income and adjusted diluted earnings per share in 2021 as specified in the table below.
MeasureFiscal 2021 Guidance
Revenue (billion)$2.65 - $2.75
Adjusted Net Income* (million)$142.5 - $147.4
Adjusted Diluted EPS*$3.48 - $3.60
*Information about ManTech's use of non-GAAP financial measures is provided under "Non-GAAP Financial Measures"

Adjusted net income and adjusted diluted EPS exclude amortization of acquired intangibles and the related tax impact. The Company does not provide a reconciliation of forward-looking adjusted net income and adjusted diluted EPS, due to inherent difficulty in forecasting and quantifying these non-GAAP exclusions that are necessary for such reconciliation without unreasonable efforts. Material changes to any one of these items could have significant effect on future GAAP results.

ManTech Chief Financial Officer Judith L. Bjornaas said, “Our operational agility and our steadfast commitment to the mission continues to result in solid financial outcomes. In 2021, we look to carry forward the strength and momentum of the business in our continuous drive for long-term value creation."

Conference Call

ManTech executive management will hold a conference call on February 17, 2021, at 5 p.m. Eastern to discuss the financial results and outlook and answer questions. Analysts may participate on the conference call by dialing (877) 638-9567 (domestic) or (253) 237-1032 (international) and entering passcode 8986287. The conference call will be webcast simultaneously to the public through a link on the Investor Relations section of the ManTech website (http://investor.mantech.com). A replay of the conference call will be available on the ManTech website approximately 2 hours after the conclusion of the conference call.




About ManTech International Corporation

ManTech provides mission-focused technology solutions and services for U.S. defense, intelligence community and federal civilian agencies. In business more than 50 years, we excel in full-spectrum cyber, data collection & analytics, enterprise IT, systems and software engineering solutions that support national and homeland security. Additional information about ManTech can be found at www.mantech.com.

Forward-Looking Information

Statements and assumptions made in this press release, which do not address historical facts, constitute “forward-looking” statements that ManTech believes to be within the definition in the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties, many of which are outside of our control. Words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” or “estimate,” or the negative of these terms or words of similar import, are intended to identify forward-looking statements.

These forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes we anticipate. Factors that could cause actual results to differ materially from the results we anticipate include, but are not limited to, the following: failure to maintain our relationship with the U.S. government, or the failure to compete effectively for new contract awards or to retain existing U.S. government contracts; disruptions to our business resulting from the COVID-19 pandemic or other similar global health epidemics, pandemics and/or other disease outbreaks; adverse changes in U.S. government spending for programs we support, whether due to changing mission priorities, socio-economic policies or federal budget constraints generally; inability to recruit and retain a sufficient number of employees with specialized skill sets or necessary security clearances who are in great demand and limited supply; failure to compete effectively for awards procured through the competitive bidding process, and the adverse impact of delays resulting from our competitors' protest of new contracts that are awarded to us; disruptions of our business or damage to our reputation resulting from cyber attacks and other security threats; failure to obtain option awards, task orders or funding under contracts; the government renegotiating, modifying or terminating our contracts; failure to comply with, or adverse change in, complex U.S. government laws and procurement regulations; adverse results in U.S. government audits or other investigations of our government contracts; failure to successfully integrate acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions; failure to mitigate risk associated with conducting business internationally; and adverse change in business conditions that may cause our investments in recorded goodwill to become impaired. These and other risk factors are more fully discussed in the section entitled "Risk Factors" in ManTech's Annual Report on Form 10-K previously filed with the Securities and Exchange Commission on Feb. 21, 2020, Item 1A of Part II of our Quarterly Reports on Form 10-Q, and, from time to time, in ManTech's other filings with the Securities and Exchange Commission.

The forward-looking statements included herein are only made as of the date of this press release, and ManTech undertakes no obligation to publicly update any of the forward-looking statements made herein, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.




MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands Except Share and Per Share Amounts)
(unaudited)
December 31,
20202019
ASSETS
Cash and cash equivalents$41,193 $8,854 
Receivables—net400,621 398,976 
Prepaid expenses26,243 20,030 
Taxes receivable—current21,968 21,996 
Other current assets6,354 4,878 
Total Current Assets496,379 454,734 
Goodwill1,237,894 1,191,259 
Other intangible assets—net202,231 196,778 
Property and equipment—net121,296 85,631 
Operating lease right of use assets94,825 117,728 
Employee supplemental savings plan assets37,848 36,777 
Investments11,549 11,550 
Other assets11,642 13,457 
TOTAL ASSETS$2,213,664 $2,107,914 
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable$142,360 $138,029 
Accrued salaries and related expenses123,953 97,298 
Contract liabilities37,218 27,620 
Operating lease obligations—current30,105 29,047 
Accrued expenses and other current liabilities15,177 7,987 
Total Current Liabilities348,813 299,981 
Deferred income taxes141,638 131,782 
Operating lease obligations—long term80,242 103,148 
Accrued retirement36,310 35,552 
Long term debt15,000 36,500 
Other long-term liabilities12,249 10,309 
TOTAL LIABILITIES634,252 617,272 
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, Class A—$0.01 par value; 150,000,000 shares authorized; 27,538,474 and 27,235,860 shares issued at December 31, 2020 and 2019; 27,294,361 and 26,991,747 shares outstanding at December 31, 2020 and 2019275 272 
Common stock, Class B—$0.01 par value; 50,000,000 shares authorized; 13,176,695 and 13,187,195 shares issued and outstanding at December 31, 2020 and 2019132 132 
Additional paid-in capital545,717 525,851 
Treasury stock, 244,113 and 244,113 shares at cost at December 31, 2020 and 2019(9,158)(9,158)
Retained earnings1,042,676 973,767 
Accumulated other comprehensive loss(230)(222)
TOTAL STOCKHOLDERS' EQUITY1,579,412 1,490,642 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$2,213,664 $2,107,914 



MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(unaudited)(unaudited)
Three months ended
December 31,
Year Ended
December 31,
2020201920202019
REVENUE$638,784 $604,413 $2,518,384 $2,222,559 
Cost of services541,027 515,198 2,138,791 1,893,461 
General and administrative expenses57,533 51,121 221,544 190,773 
OPERATING INCOME40,224 38,094 158,049 138,325 
Interest expense(303)(506)(1,900)(2,594)
Interest income20 49 247 450 
Other income (expense), net52 (33)(83)
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS39,993 37,604 156,397 136,098 
(Provision) benefit for income taxes(7,828)3,017 (35,865)(22,212)
Equity in earnings (losses) of unconsolidated subsidiaries(1)— (2)
NET INCOME$32,164 $40,621 $120,530 $113,890 
BASIC EARNINGS PER SHARE:
Class A common stock$0.80 $1.01 $2.99 $2.85 
Class B common stock$0.80 $1.01 $2.99 $2.85 
DILUTED EARNINGS PER SHARE:
Class A common stock$0.79 $1.00 $2.97 $2.83 
Class B common stock$0.79 $1.00 $2.97 $2.83 




MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(unaudited)
Year ended
December 31,
20202019
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income$120,530 $113,890 
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization70,300 55,879 
Noncash lease expense28,169 27,619 
Deferred income taxes9,856 15,739 
Stock-based compensation expense11,366 7,493 
Bad debt expense5,244 3,000 
Contract loss reserve(372)(1,481)
(Gain) loss on sale and retirement of property and equipment(172)171 
Equity in (earnings) losses of unconsolidated subsidiaries(4)
Change in assets and liabilities—net of effects from acquired businesses:
Receivables-net1,298 24,660 
Prepaid expenses(5,963)419 
Taxes receivable—current28 (21,996)
Other current assets(987)4,060 
Employee supplemental savings plan asset(5,208)(6,297)
Other long-term assets(1,827)97 
Accounts payable(303)14,707 
Accrued salaries and related expenses24,666 2,796 
Contract liabilities9,149 (589)
Accrued expenses and other current liabilities9,248 (3,857)
Operating lease obligations(31,055)(28,520)
Accrued retirement758 4,553 
Other long-term liabilities2,010 9,380 
Other507 (313)
Net cash flow from operating activities247,244 221,406 
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Acquisition of businesses-net of cash acquired(78,815)(152,851)
Purchases of property and equipment(71,129)(54,795)
Investment in capitalized software for internal use(5,193)(3,677)
Proceeds from corporate owned life insurance4,137 21 
Proceeds from sale of property and equipment869 — 
Deferred contract costs— (3,878)
Proceeds from equity method investment— 283 
Net cash used in investing activities(150,131)(214,897)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Borrowings under revolving credit facility302,500 624,000 
Repayments under revolving credit facility(324,000)(595,000)
Dividends paid(51,618)(43,205)
Proceeds from exercise of stock options10,249 12,895 
Payment consideration to tax authority on employee's behalf(1,746)(1,503)
Principal paid on financing leases(159)(136)
Net cash used in financing activities(64,774)(2,949)
NET CHANGE IN CASH AND CASH EQUIVALENTS32,339 3,560 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD8,854 5,294 
CASH AND CASH EQUIVALENTS, END OF PERIOD$41,193 $8,854 




Non-GAAP Financial Measures (Unaudited)

To supplement the review of ManTech's consolidated financial statements presented on a GAAP basis, the Company has provided non-GAAP calculations of certain financial measures. ManTech uses and refers to EBITDA, EBITDA margin, adjusted net income and adjusted EPS, all of which are non-GAAP financial measures. These non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for the comparable GAAP measures.

ManTech’s management believes that these non-GAAP financial measures provide additional useful information regarding the Company’s operational and financial results. These non-GAAP financial measures eliminate the effect of non-cash items such as depreciation of tangible assets and amortization of intangible assets primarily recognized in business combinations as well as the effect of discrete tax items which we do not believe are indicative of our core operating performance. These non-GAAP financial measures are considered important and frequently utilized by investors and financial analysts covering ManTech’s industry. The Company’s computation of its non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies, thus limiting their use for comparability.

The following tables present selected financial data, including the reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

EBITDA is calculated by excluding depreciation and amortization expense, interest expense, interest income, other expense, income taxes and equity in losses of unconsolidated subsidiaries from net income.

EBITDA margin is calculated by dividing EBITDA by revenue.

Three months ended
December 31,
Year Ended
December 31,
(In Thousands)2020201920202019
NET INCOME$32,164 $40,621 $120,530 $113,890 
Equity in losses (earnings) of unconsolidated subsidiaries— (4)
Provision (benefit) for income taxes7,828 (3,017)35,865 22,212 
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS$39,993 $37,604 $156,397 $136,098 
Other expense (income), net(52)33 (1)83 
Interest income(20)(49)(247)(450)
Interest expense303 506 1,900 2,594 
Depreciation and amortization19,019 16,409 70,300 55,879 
EBITDA$59,243 $54,503 $228,349 $194,204 
EBITDA Margin9.3 %9.0 %9.1 %8.7 %





Adjusted net income is calculated by excluding the following items and the related tax impacts from net income: (i) amortization of acquired intangible assets and (ii) discrete tax items.

Adjusted diluted EPS is calculated by dividing adjusted net income by the diluted weighted average number of shares outstanding.
Three months ended
December 31,
Year Ended
December 31,
(In Thousands Except Per Share Amounts)2020201920202019
NET INCOME$32,164 $40,621 $120,530 $113,890 
Amortization of acquired intangibles5,093 5,495 20,757 20,139 
Research and development tax credit— (11,941)— (11,941)
Adjustments for tax effect(998)(1,302)(4,753)(5,055)
ADJUSTED NET INCOME$36,259 $32,873 $136,534 $117,033 
ADJUSTED DILUTED EPS
Class A common stock$0.89 $0.81 $3.36 $2.91 
Class B common stock$0.89 $0.81 $3.36 $2.91 
Note: Figures may not add due to rounding.




Investor RelationsMedia
Stephen VatherSheila Blackwell
VP, M&A and Investor RelationsVP, Enterprise Marketing & Communications
(703) 218-6093(301) 717-7345
Stephen.Vather@ManTech.comSheila.Blackwell@ManTech.com